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Sunday, 05/15/2011 11:38:02 AM

Sunday, May 15, 2011 11:38:02 AM

Post# of 23361
Summary DD on SLMU:

1) REVERSE MERGER COMPLETED
Merger between SLMU and Sunlogics Power Fund Managements was officially completed on Friday, May 13th, 2011.
See http://www.globenewswire.com/newsroom/news.html?d=221978

As a result of the closing, "the Company will now be focused on the acquisition and funding of solar powered electricity generating facilities which have long term power purchasing agreements in place with local power, with particular emphasis on solar projects in Ontario, Canada and on the General Motors solar energy projects to be constructed". Sunlogics Power Fund was granted a right of first offer by Sunlogics Inc. ("SLI") to acquire all revenue producing solar assets developed by SLI pursuant to a Right of First Offer to Purchase Agreement it entered into with SLI, a company formed under the laws of the province of Ontario, Canada, a developer and builder of revenue producing solar assets.

"We are very pleased to have closed on the acquisition. Our unique relationship with Sunlogics Inc. as a preferred partner and the combined experience of management in the solar industry put us ahead of the competition," said Michael Matvieshen, President and CEO of SLMU. "We are excited to move the Company forward and begin to create shareholder value."

Right of First Offer to Purchase Agreement
The terms of the Rights Acquisition Agreement include the following:
(i) SLI grants Sunlogics Power Fund the right of first offer to purchase all solar assets developed and built by SLI.
(ii) The purchase price shall be based on the valuation of the asset’s fair market value, by a third party which shall be mutually agreed upon by Sunlogics Power Fund and SLI.
(iii) The term of the agreement is for 3 years with an option to renew for an additional 3 years.

The whole of the terms are set out in the Rights Acquisition Agreement.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7932004

2) SHARE STRUCTURE
S/S post merger is even better than before because the OS is now 46,960,728 with 20 million warrants, rather than 66,960,728. No mention of a Reserve Split in the 8-K!!

AS - before merger: 50,000,000
OS - before merger: 26,960,728
Float - before merger: 14,700,000
AS - after merger: 75,000,000
OS - after merger: 46,960,728
New - after merger: 20 million warrants
Float - after merger: 14,700,000

Item 3.01 Unregistered Sales of Equity Securities.
At the closing of the Acquisition described in Item 2.01 of this Current Report on Form 8-K, on May 13, 2011, and in consideration for all of the Sunlogics Shares purchased in the Acquisition, the Registrant issued 20,000,000 shares of its Common Stock and 20,000,000 stock purchase warrants to the Seller, in reliance on the exemption from registration requirements of the Securities Act provided under Regulation S promulgated thereunder (“Regulation S”).The shares of Common Stock issued to the Seller are restricted securities, as such term is defined pursuant to Rule 144 under the Securities Act and are subject to Regulation S.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7932004

Rule 144:
Rule 144, promulgated by the SEC under the 1933 Act, permits, under limited circumstances, the sale of restricted and controlled securities without registration. In addition to restrictions on the minimum length of time for which such securities must be held (at least 6 months) and the maximum volume permitted to be sold, the issuer must agree to the sale. If certain requirements are met, Form 144 must be filed with the SEC. Often, the issuer requires that a legal opinion be given indicating that the resale complies with the rule. The amount of securities sold during any subsequent 3-month period generally does not exceed any of the following limitations:

- 1% of the stock outstanding
- the average weekly reported volume of trading in the securities on all national securities exchanges for the preceding 4 weeks
- the average weekly volume of trading of the securities reported through the consolidated transactions reporting system (NASDAQ)
http://en.wikipedia.org/wiki/Rule_144

3) OVERVIEW
Sunlogics Power Fund will acquire and operate solar powered electricity generating facilities specifically solar canopy, rooftop or ground mount generating stations. It plans to provide its customers with renewable energy on a utility scale, through projects primarily built by SLI, a wholly owned subsidiary of Sunlogics PLC. Sunlogics Power Fund intends to acquire a portfolio of solar projects currently being developed by Sunlogics Inc. (SLI) and other solar asset developers, beginning in North America with the goal of expanding globally.

Sunlogics Power Fund is currently at the commencement of the commercialization phase of its business model. It plans on significantly expanding its solar project portfolio initially through its relationship with SLI and also by identifying, developing and maintaining new relationships with suppliers of solar powered electricity generating facilities in various international regions in the foreseeable future. Sunlogics Power Fund will seek out those partners which have approved applications, a history of banking relationships, renewable energy credits in place, which are either unable to fund project development or are seeking to sell upon completion allowing the Company to secure a portfolio of low risk, long term revenue generating projects.

Plan of Operation
The Company plans to ramp up operation in order to commence the acquisition of solar powered electricity generating facilities.

Results of Operation
Sunlogics Power Fund is a newly formed company and as such does not yet have any revenues. Sunlogics Power Fund entered into a Right of First Offer to Purchase Agreement with SLI as a preferred partner providing it access to a pipeline of solar canopy, rooftop and ground-mount park programs in the planning and early execution stage in Ontario, Canada and with GM and expects to have revenues in this fiscal year. There have been no operating expenses to date, however the Company expects to significantly increase operating expenses once it acquires solar powered electricity generating facilities.

Large Shareholders / Insiders

Name of Beneficial Owners - Shares Owned - % of OS
Michael Matvieshen - 20,000,000 - 42.58%
Charles Bryant - 0
Jack DeLiddo - 0
Sass Peress - 0
John Salamon - 0
Sunlogics, Inc. (In Trust) - 1,325,627 - 2.82%
Space Globe Technologies, Inc. - 8,924,033 - 19.00%

4) FINANCING DD
Now that the merger between SLMU and Sunlogics Power Fund Management is complete, I will lay out where I believe SLMU will get financing to acquire and fund solar powered electricity generating facilities. I searched through the Sunlogics website and found something very interesting that I hadn’t seen before. Two new officers were added to the ranks of Sunlogics' experienced management.

Thomas Werthan, Chief Financial Officer
Seasoned executive with twenty five plus years experience assisting primarily venture backed, high technology growth companies in financial and operational capacities. Public and private company experience including complete IPO process. Thorough knowledge of operational, audit, general management, and manufacturing disciplines. Big Four public accounting/auditing experience.

Howard Brodie, Executive VP and Chief Legal Officer

Highly-successful senior-level corporate attorney with JD degree from Yale Law School and 15 years meritorious experience practicing domestic and international business law. Proficient at building and managing in-house legal departments and developing staff as General Counsel for both private and publicly-held, technology-based companies. Ten years experience advising Senior Management and Boards of Directors on corporate governance and fiduciary matters. Valuable member of senior management teams. Intimate knowledge of Federal Securities Laws, including extensive experience with in-house reporting and compliance requirements and implementation of Sarbanes-Oxley. Comprehensive transactional experience focused on corporate finance, mergers & acquisitions, solar energy, solar project finance, intellectual property, joint ventures, and complex commercial agreements.

Instrumental as General Counsel in obtaining $477 million of financing for a NASDAQ-traded corporation through public offerings, private placements, and loan agreements. As General Counsel of a private corporation, restructured over $100 million of convertible, senior secured notes and raised over $25 million in additional financing. Also orchestrated and directed the company’s initial public offering effort.
http://sunlogics.com/about/management/

IMHO, after these two officers joined management at Sunlogics, the merger completed quickly (considering their background), and they will be spearheading the financing going forward. Just take a look (below) at their credentials!!! They are the CEO, and VP and General Counsel at New Millennium Solar Equipment Corp, a BIG player in the solar market, especially thin films.

Howard Brodie, Vice President and General Counsel at New Millennium Solar Equipment Corp.
2007 – Present (4 years)
Reports directly to the CEO of EPV Solar, Inc., with responsibility for all legal matters, including Corporate Finance and Securities, Mergers, Acquisitions and Joint Ventures, Commercial Law, Corporate Governance and Litigation
http://www.linkedin.com/pub/howard-brodie/30/bb6/92

Tom Werthan, CEO at New Millenium Solar Equipment Corp.
February 2007 – Present (4 years 4 months)
Privately-held solar energy company that designs, develops, manufactures, and markets amorphous silicon ("a-Si") thin-film photovoltaic ("PV") solar modules and equipment for the international renewable energy market.
http://www.linkedin.com/pub/tom-werthan/27/130/b13

New Millennium Solar Equipment Corporation (NMSEC) recently purchased the assets and intellectual property of EPV Solar, Inc.

NMSEC is 100% owned by a group of investors with $8.0 billion of assets under management who are committed to building NMSEC into the premiere thin-film amorphous silicon (a-Si) solar module equipment provider.

NMSEC business is the design, development, manufacture, sale and installation of a-Si solar module manufacturing equipment. NMSEC provides turn-key complete manufacturing systems (factories) to our customers, including the equipment, processes, technology and training for IEC and UL certified solar module production. NMSEC is committed to providing reliable, inexpensive a-Si manufacturing equipment to its worldwide customer base.

NMSEC currently has state-of-the-art a-Si solar module manufacturing equipment in stock and ready for expedited delivery. Headquartered in Robbinsville, NJ, USA, the Company’s researchers and engineers have been at the forefront of thin-film photovoltaic (PV) technologies since the 1980s. The Company's researchers and engineers have designed 14 thin-film PV manufacturing facilities around the world that utilize proprietary manufacturing equipment and technology.

NMSEC specializes in designing and delivering turn-key manufacturing facilities for production of a-Si solar panels. One of our factories in Senftenberg, Germany, was developed in just eleven months from bare piece of land to a state of the art manufacturing facility capable of producing 30MW/yr of a-Si solar panels.
http://www.epv.net/

*** The credentials and major ties to the solar industry of Howard Brodie and Tom Werthan go beyond NMSEC. Follow the link to their LinkedIn profiles and read more for yourself. The business of NMSEC fits well with the type of solar module (thin-film) that Sunlogics uses in its solar powered electricity generating facilities.

5) PARTNERSHIP WITH GM
Sunlogics selected by GM to design and build the Chevy Solar Charging Station, the "Green Zone", for the 2011 Motor Trend Car of the Year the CHEVY VOLT!

http://sunlogics.com/wp-content/uploads/2010/10/12Oct_SUNLOGICS_GM_RELEASE.pdf
http://media.gm.com/content/media/us/en/news/news_detail.brand_gm.html/content/Pages/news/us/en/2010/Oct/1012_gm_plugging_in

Watch this YouTube Clip: Proof of the GM / Sunlogics relationship for the Green Zone
http://www.youtube.com/watch?v=eYNNEExbNYY&feature=player_embedded
http://www.youtube.com/watch?v=10H8ahlAfM0&feature=player_embedded

The Potential of the GM partnership (Huge!):

5a) Each EV solar charging station is worth $175,000

http://sunlogics.com/press-center/
http://www.globenewswire.com/newsroom/news.html?d=211018

GM has about 5,000 dealerships

http://www.numberof.net/number-of-gm-dealers-in-the-us/

The total $ value depending on the % of GM dealerships that install the solar charging station:

5% (250/5000) = $43,750,000
10% (500/5000) = $87,500,000
25% (1250/5000) = $218,750,000

5b) Sunlogics will also build Solar Parks at other GM-owned sites.

See http://www.globenewswire.com/newsroom/news.html?d=211018

How much is a Solar Park worth? Well, it depends on factors like the size of the park (MW). From a check at www.sunlogics.com, there are two projects that Sunlogics completed for GM. One project is 1 MW and the other is 12 MW.

See http://sunlogics.com/technology/projects/

According to this study in 2009 the net installed cost of commercial PV is $4/W: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=60144616

12 MW (12,000,000 W) = $48,000,000 (net installed cost)
1 MW (1,000,000 W) = $4,000,000 (net installed cost)

6) TWO FORMER-GM SENIOR OFFICERS JOIN SUNLOGICS. SHOWS HOW TIGHTLY CONNECTED GM AND SUNLOGICS/SLMU ALREADY ARE AND WILL LIKELY CONTINUE TO BE IN THE FUTURE.

Lou Pellatiro, Chief Operating Officer
Lou Pellatiro joins Sunlogics after 35 years of extensive manufacturing experience at General Motors. He held leadership positions in Manufacturing and Facilities Engineering, Maintenance, Paint Shop Manufacturing, and New Model Launch Programs at several GM Plants. Lou and his team were responsible for annual budgets up to up to 500 million in scope. Lou has recently been responsible for the Energy Reductions, In-House Utility Generation, and Renewable Energy Projects for GM North America. He has extensive successful experience in large scale project management. Lou was part of the team who developed the Green Zone Concept and several large scale Solar Projects. He has a BS in Mechanical Engineering with an Electrical Engineering Minor, and a MS of Management from GMI (Kettering University).

Kamesh Gupta, Vice President Strategic Initiatives
Kamesh provides strategic leadership for the company’s General Motors rooftop, ground park solar and retail solar projects. For 36 years, Kamesh served in many leadership and technical positions with General Motors Worldwide Facilities. In his most recent position with General Motors, he served as Global Manager, Engineering and Strategic Programs, Energy and Utilities services Group for 10 Years. In this position, Kamesh provided direction and support to GM facilities worldwide to drive Energy Conservation and Asset Development and Sustainment of Energy and Water infrastructure. He represented General Motors at Energy Star Auto Focus, Green Power Development Group with WRI (World Resources Institute) and many outside partnerships. Kamesh was responsible for growing General Motors strong Renewable Energy Portfolio, including Landfill Gas and Solar. He was the General Motors Manager responsible for development and implementation of three large solar projects, two 1MW projects in California, and one at Zaragoza Spain, which was a 12 MW rooftop project. During his service to General Motors, Kamesh was designated a General Motors Technical Fellow, which is the highest technical honor at General Motors. Kamesh was also three times recipient of the Chairman Honors Award, General Motors’ highest honor, for his outstanding achievements

7) I STRONGLY BELIEVE THAT SLMU/SUNLOGICS HAVE ALREADY STARTED BUILDING SOLAR CHARGING STATIONS (THE CHEVY VOLT "GREEN ZONE") AT GM DEALERSHIPS.
I reached this conclusion from the clue given by Sass, an SLMU and Sunlogics officer, on his blog (see http://sassperess.com/blog/?p=936). A portion of the blog post is shown below. There are many interesting things going on behind the scenes for SLMU and Sunlogics.

I just love California! Last week I visited the site of our first dealer solar canopy (sorry can’t reveal the location just yet), met with military OEM manufacturers who dined me on the beach in LA, and then with some darn bright Silicon Valley types who created an iphone app for finding “greenzone by sunlogics” or other electric vehicle charging stations with a GPS locator. Very cool. Their stuff also gives us so much more information about user charging habits, power consumption, etc., which comes back to the fact that data is almost always “monetizable”, you just have to know how to sell it, and to whom.

8) SUNLOGICS PARTNERSHIPS WITH ENERGIZER AND INTERNATIONAL POWER.
See http://sunlogics.com/alliances/

Energizer:
Energizer and Sunlogics have a multiyear agreement whereby Sunlogics will build Energizer Solar EV charging stations. Further, under the terms of the agreement Sunlogics will develop other solar equipment to be sold under the Energizer Brand.

International Power:
Sunlogics and one of the largest utilities with 20 Giga Watts of capacity have entered into an agreement whereby Sunlogics will act as a developer of solar projects for the utility company. Sunlogics will have the option to acquire between 10% and 40% of each project after completion for the pro rata share of the project development costs. The first project that Sunlogics will develop for International Power will be the Bloomsburg project in Ontario which has an 8MW capacity.

9) ATTRACTIVENESS OF SOLAR ENERGY

a) Solar installation cost continues to fall each year:

http://news.cnet.com/8301-11128_3-20025851-54.html

A Lawrence Berkeley National Laboratory study finds that the price of installing residential solar photovoltaic systems has fallen due to cheaper solar panels and improved industry efficiency.

The study (PDF) published today finds that system installation costs fell 30 percent from 1998 to 2009. The data, representing 70 percent of grid-tied solar electric installations across the U.S., also noted that "dramatic" cost reductions have been seen in 2010.





The overall downward trend in prices suggests that the solar industry has been successful in introducing more competition to spur efficiencies in delivering product, the study finds.

An uncapped 30 percent federal tax credit for solar installations (hot water or photovoltaics) remains in effect until 2016. Rebate and tax credits from state programs vary, as does the money available from selling renewable energy certificates, which are credits for generating energy from renewable sources. (See state incentive program information here.)

b) Attractiveness of Solar energy:

THE DIRECTION OF THE OIL PRICE - UP!! Either unrest in the Middle East, the growing world economy, and/or super-loose monetary policy will likely keep oil over $100 or higher for the foreseeable future. JP Morgan and Goldman Sachs agree (see article from May 6): http://www.moneycontrol.com/news/commodities/goldman-sees-new-oil-rally-jp-morgan-ups-forecast_541216.html.



10) SLMU HIGHLY UNDERVALUED
On Friday, May 13th, SLMU closed at 0.125. It is valued at $5,870,090 with a float of 14.7 million. SLMU is way undervalued given all of the potential outlined above. Many shares are held in strong hands and we can easily see 0.30 as we wait for financing and news on Solar Charging Stations built at GM dealerships. I expect 0.30+ at least once financing news hits - how high it goes from there depends on the magnitude of the financing.



P.S.
Hey everyone, Sass (Director of SLMU) has brought great transparency to shareholders and answered numerous questions for shareholders during our long waiting period for the merger between SLMU and Sunlogics Power Fund to close. As you may have known, Sass duty to stay on the board to answer shareholders' questions is now over. If you feel that Sass have positively impacted you, please send a short thank you note to mike@sunlogics.com and sass@sunlogics.com as a token of your appreciation. TIA

These are my opinions.. Please do your DD before buying!

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